Exhibit
3.2


BYLAWS


OF


GS
FINANCIAL CORP.


(As
Amended through August 21, 2007)








ARTICLE
I.  OFFICES





1.1           Registered Office and
Registered Agent.  The registered office of GS Financial Corp.
(the “Corporation”) shall be located in the State of Louisiana at such place as
may be fixed from time to time by the Board of Directors upon filing of such
notices as may be required by law, and the registered agent shall have a
business office identical with such registered office.





1.2           Other
Offices.  The Corporation may have other offices within or
outside the State of Louisiana at such place or places as the Board of Directors
may from time to time determine.





ARTICLE
II.  STOCKHOLDERS’ MEETINGS





2.1           Meeting
Place.  All meetings of the stockholders shall be held at the
principal place of business of the Corporation, or at such other place within or
without the State of Louisiana as shall be determined from time to time by the
Board of Directors, and the place at which any such meeting shall be held shall
be stated in the notice of the meeting.





2.2           Annual Meeting
Time.  The annual meeting of the stockholders for the election
of directors and for the transaction of such other business as may properly come
before the meeting shall be held each year on the fourth Tuesday of April at the
hour of 10:00 a.m., if not a legal holiday, and if a legal holiday, then on the
day following, at the same hour, or at such other date and time as may be
determined by the Board of Directors and stated in the notice of such
meeting.





2.3           Organization and
Conduct.  Each meeting of the stockholders shall be presided
over by the President, or if the President is not present, by any Executive or
Senior Vice President or such other person as the directors may
determine.  The Secretary, or in his absence a temporary Secretary,
shall act as secretary of each meeting of the stockholders.  In the
absence of the Secretary and any temporary Secretary, the chairman of the
meeting may appoint any person present to act as secretary of the
meeting.  The chairman of any meeting of the stockholders, unless
prescribed by law or regulation or unless the Board of Directors has otherwise
determined, shall determine the order of the business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussions as shall be deemed appropriate by him in his sole
discretion.





2.4           Notice.





(a)           Notice
of the time and place of the annual meeting of stockholders shall be given by
delivering personally or by mailing a written or printed notice of the same, at
least 10 days and not more than 60 days prior to the meeting, to each
stockholder of record entitled to vote at such meeting.  When any
stockholders’ meeting, either annual or special, is adjourned for 30 days or
more, or if a new record date is fixed for an adjourned meeting of stockholders,
notice of the adjourned meeting shall be given as in the case of an original
meeting.  It shall not be necessary to give any notice of the time and
place of any meeting adjourned for less than 30 days or of the business to be
transacted thereat (unless a new record date is fixed therefor), other than an
announcement at the meeting at which such adjournment is taken.





(b)           At
least 15 days and not more than 60 days prior to the meeting, a written or
printed notice of each special meeting of stockholders, stating the place, day
and hour of such meeting, and the purpose or purposes for which the meeting is
called, shall be either delivered personally or mailed to each stockholder of
record entitled to vote at such meeting.





2.5           Voting
Record.  At least five days before each meeting of
stockholders, a complete record of the stockholders entitled to vote at such
meeting, or any adjournment thereof, shall be made, arranged in alphabetical
order, with the
number and class of shares held by each stockholder, which record shall be kept
on file at the registered office of the Corporation and shall be subject to
inspection by any stockholder at any time during usual business
hours.  The record shall be kept open at the time and place of such
meeting for the inspection by any stockholder.




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2.6           Quorum.  Except
as otherwise required by law or the Corporation’s Articles of Incorporation or
these Bylaws:





(a)           A
quorum at any annual or special meeting of stockholders shall consist of
stockholders representing, either in person or by proxy, a majority of the
outstanding capital stock of the Corporation entitled to vote at such
meeting.





(b)           The
votes of a majority in interest of those present at any properly called meeting
or adjourned meeting of stockholders, at which a quorum as defined above is
present, shall be sufficient to transact business.





2.7           Voting of
Shares.





(a)           Except
as otherwise provided in these Bylaws or to the extent that voting rights of the
shares of any class or classes are limited or denied by the Articles of
Incorporation, each stockholder, on each matter submitted to a vote at a meeting
of stockholders, shall have one vote for each share of stock registered in his
name on the books of the Corporation.





(b)           Directors
are to be elected by a plurality of votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present.  Stockholders
shall not be permitted to cumulate their votes for the election of
directors.  If, at any meeting of the stockholders, due to a vacancy
or vacancies or otherwise, directors of more than one class of the Board of
Directors are to be elected, each class of directors to be elected at the
meeting shall be elected in a separate election by a plurality
vote.





2.8           Fixing of Record
Date.  For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders, or any adjournment thereof,
or entitled to receive payment of any dividend, the Board of Directors shall fix
in advance a record date for such determination of stockholders, such date to be
not more than 60 days and, in case of a meeting of stockholders, not less than
10 days prior to the date on which the particular action requiring such
determination of stockholders is to be taken.





2.9           Proxies.  A
stockholder may vote either in person or by proxy executed in writing by the
stockholder, or his duly authorized attorney-in-fact.  No proxy shall
be valid after 11 months from the date of its execution, unless otherwise
provided in the proxy.





2.10           Voting of Shares in the Name
of Two or More Persons.  Where shares are held jointly or as
tenants in common by two or more persons as fiduciaries or otherwise, if only
one or more of such persons is present in person or by proxy, all of the shares
standing in the names of such persons shall be deemed to be represented for the
purpose of determining a quorum and the Corporation shall accept as the vote of
all such shares the votes cast by him or a majority of them and if in any case
such persons are equally divided upon the manner of voting the shares held by
them, the vote of such shares shall be divided equally among such persons,
without prejudice to the rights of such joint owners or the beneficial owners
thereof among themselves, unless either (a) the Corporation receives
written notice to the contrary from a nonsigning registered holder before the
proxy is voted, or (b) there shall have been filed with the Secretary of
the Corporation a copy, certified by an attorney-at-law to be correct, of the
relevant portions of the agreements under which such shares are held or the
instrument by which the trust or estate was created or the decree of court
appointing them, or of a decree of court directing the voting of such shares,
and the persons specified as having such voting power in the latest such
document so filed, and only such persons, shall be entitled to vote such shares
but only in accordance therewith.





2.11           Voting of Shares by Certain
Holders.  Shares standing in the name of another corporation
may be voted by an officer, agent or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provision, in accordance with the
Louisiana Business Corporation Law, as amended (“BCL”).  Shares held
by an administrator, executor, guardian or conservator may be voted by him,
either in person or by proxy, without a transfer of such shares into his
name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy.  Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
his name if authority to do so is contained in an appropriate order of the court
or other public authority by which such receiver was appointed.  A
stockholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee or nominee, and
thereafter the pledgee or nominee shall be entitled to vote the shares so
transferred.




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2.12           Inspectors.  For
each meeting of stockholders, the Board of Directors may appoint one or more
inspectors of election.  If for any meeting the inspector(s) appointed
by the Board of Directors shall be unable to act or the Board of Directors shall
fail to appoint any inspector, one or more inspectors may be appointed at the
meeting by the chairman thereof.  Such inspectors shall conduct the
voting in each election of directors and, as directed by the Board of Directors
or the chairman of the meeting, the voting on each matter voted on at such
meeting, and after the voting shall make a certificate of the vote
taken.  Inspectors need not be stockholders.





ARTICLE
III.  CAPITAL STOCK





3.1           Certificates.  Shares
of the Corporation’s capital stock may be represented by certificates or, to the
extent permitted by the BCL, may be uncertificated.  To the extent
they are issued, certificates of stock shall be issued in numerical order, and
each stockholder shall be entitled to a certificate signed by the President or a
Vice President, and the Secretary or the Treasurer, and may be sealed with the
seal of the Corporation or a facsimile thereof.  The signatures of
such officers may be facsimiles if the certificate is manually signed on behalf
of a transfer agent, or registered by a registrar, other than the Corporation
itself or an employee of the Corporation.  If an officer who has
signed or whose facsimile signature has been placed upon such certificate ceases
to be an officer before the certificate is issued, it may be issued by the
Corporation with the same effect as if the person were an officer on the date of
issue.  Each certificate of stock shall state:





(a)           that
the Corporation is incorporated under the laws of the State of
Louisiana;





(b)           the
name of the person to whom issued;





(c)           the
number and class of shares and the designation of the series, if any, which such
certificate represents;





(d)           the
par value of each share represented by such certificate, or a statement that
such shares are without par value; and





(e)           such
other information as may be required by the BCL.





3.2           Transfers.  Transfers
of stock shall be made only upon the stock transfer books of the Corporation,
kept at the registered office of the Corporation or at its principal place of
business, or at the office of its transfer agent or registrar.  The
Board of Directors may, by resolution, open a share register in any state of the
United States, and may employ an agent or agents to keep such register, and to
record transfers of shares therein.





3.3           Registered
Owner.  Registered stockholders shall be treated by the
Corporation as the holders in fact of the stock standing in their respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
below or by the laws of the State of Louisiana.  The Board of
Directors may adopt by resolution a procedure whereby a stockholder of the
Corporation may certify in writing to the Corporation that all or a portion of
the shares registered in the name of such stockholder are held for the account
of a specified person or persons.  The resolution shall set
forth:





(a)           The
classification of shareholder who may certify;





(b)           The
purpose or purposes for which the certification may be made;





(c)           The
form of certification and information to be contained therein;





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(d)           If
the certification is with respect to a record date or closing of the stock
transfer books, the date within which the certification must be received by the
Corporation; and





(e)           Such
other provisions with respect to the procedure as are deemed necessary or
desirable.





Upon receipt by the Corporation of a
certification complying with the above requirements, the persons specified in
the certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the holders of record of the number of shares specified in
place of the stockholder making the certification.





3.4           Mutilated, Lost or Destroyed
Certificates.  In case of any mutilation, loss or destruction
of any certificate of stock, another may be issued in its place upon receipt of
proof of such mutilation, loss or destruction.  The Board of Directors
may impose conditions on such issuance and may require the giving of a
satisfactory bond or indemnity to the Corporation in such sum as they might
determine, or establish such other procedures as they deem
necessary.





3.5           Fractional Shares or
Scrip.  The Corporation may (a) issue fractions of a share
which shall entitle the holder to exercise voting rights, to receive dividends
thereon, and to participate in any of the assets of the Corporation in the event
of liquidation; (b) arrange for the disposition of fractional interests by those
entitled thereto; (c) pay in cash the fair value of fractions of a share as of
the time when those entitled to receive such shares are determined; or (d) issue
scrip in registered or bearer form which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip aggregating a full
share.





3.6           Shares of Another
Corporation.  Shares owned by the Corporation in another
corporation, domestic or foreign, may be voted by such officer, agent or proxy
as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.





ARTICLE
IV.  BOARD OF DIRECTORS





4.1           Number and
Powers.  The management of all the affairs, property and
interest of the Corporation shall be vested in a Board of
Directors.  The Board of Directors shall be divided into three classes
as nearly equal in number as possible.  The initial Board of Directors
shall consist of nine persons.  The classification and term of the
directors shall be as set forth in the Corporation’s Articles of Incorporation,
which provisions are incorporated herein with the same effect as if they were
set forth herein.  Directors need not be stockholders or residents of
the State of Louisiana.  In addition to the powers and authorities
expressly conferred upon it by these Bylaws and the Articles of Incorporation,
the Board of Directors may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.





4.2           Change of
Number.  The number of directors may at any time be increased
or decreased by a vote of a majority of the Board of Directors, provided that no
decrease shall have the effect of shortening the term of any incumbent director
except as provided in Sections 4.3 and 4.4 hereunder.  Notwithstanding
anything to the contrary contained within these Bylaws, the number of directors
may not be less than 5 nor more than 15.





4.3           Vacancies.  All
vacancies in the Board of Directors shall be filled in the manner provided in
the Corporation’s Articles of Incorporation, which provisions are incorporated
herein with the same effect as if they were set forth herein.





4.4           Removal of
Directors.  Directors may be removed in the manner provided in
the Corporation’s Articles of Incorporation, which provisions are incorporated
herein with the same effect as if they were set forth herein.





4.5           Regular
Meeting.  Regular meetings of the Board of Directors or any
committee may be held without notice at the principal place of business of the
Corporation or at such other place or places, either within or without the State
of Louisiana, as the Board of Directors or such committee, as the case may be,
may from time to time designate.  The annual meeting of the Board of
Directors shall be held without notice immediately after the adjournment of the
annual meeting of stockholders.





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4.6           Special
Meetings.





(a)           Special
meetings of the Board of Directors may be called at any time by the President or
by a majority of the authorized number of directors, to be held at the principal
place of business of the Corporation or at such other place or places as the
Board of Directors or the person or persons calling such meeting may from time
to time designate.  Notice of all special meetings of the Board of
Directors shall be given to each director by five days’ service of the same by
telegram, by letter, or personally.  Such notice need not specify the
business to be transacted at, nor the purpose of, the meeting.





(b)           Special
meetings of any committee may be called at any time by such person or persons
and with such notice as shall be specified for such committee by the Board of
Directors, or in the absence of such specification, in the manner and with the
notice required for special meetings of the Board of Directors.





4.7           Quorum.  A
majority of the Board of Directors shall be necessary at all meetings to
constitute a quorum for the transaction of business.





4.8           Waiver of
Notice.  Attendance of a director at a meeting shall constitute
a waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.  A waiver of notice signed
by the director or directors, whether before or after the time stated for the
meeting, shall be equivalent to the giving of notice.





4.9           Registering
Dissent.  A director who is present at a meeting of the Board
of Directors at which action on a corporate matter is taken shall be presumed to
have assented to such action unless his dissent is entered in the minutes of the
meeting, or unless he files his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof, or unless
he delivers his dissent in writing to the Secretary of the Corporation
immediately after the adjournment of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such
action.





4.10           Executive, Audit and Other
Committees.  Standing or special committees may be appointed
from its own number by the Board of Directors from time to time, and the Board
of Directors may from time to time invest such committees with such powers as it
may see fit, subject to such conditions as may be prescribed by the
Board.  An Executive Committee may be appointed by resolution passed
by a majority of the full Board of Directors.  It shall have and
exercise all of the authority of the Board of Directors, except in reference to
amending the Articles of Incorporation, adopting a plan of merger or
consolidation, recommending the sale, lease or exchange or other dispositions of
all or substantially all the property and assets of the Corporation otherwise
than in the usual and regular course of business, recommending a voluntary
dissolution or a revocation thereof, or amending these Bylaws.  An
Audit Committee shall be appointed by resolution passed by a majority of the
full Board of Directors, and at least a majority of the members of the Audit
Committee shall be directors who are not also officers of the
Corporation.  The Audit Committee shall recommend independent auditors
to the Board of Directors annually and shall review the Corporation’s budget,
the scope and results of the audit performed by the Corporation’s independent
auditors and the Corporation’s system of internal control and audit with
management and such independent auditors, and such other duties as may be
assigned to it by the Board of Directors.  All committees appointed by
the Board of Directors shall keep regular minutes of the transactions of their
meetings and shall cause them to be recorded in books kept for that purpose in
the office of the Corporation.  The designation of any such committee,
and the delegation of authority thereto, shall not relieve the Board of
Directors, or any member thereof, of any responsibility imposed by
law.





4.11           Remuneration.  No
stated fee shall be paid to directors, as such, for their service, but by
resolution of the Board of Directors, a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of such
Board; provided, that nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.  Members of standing or special committees may
be allowed like compensation for attending committee meetings.





4.12           Action by Directors Without
a Meeting.  Any action which may be taken at a meeting of the
directors, or of a committee thereof, may be taken without a meeting if a
consent in writing, setting forth the action so taken or to be taken, shall be
signed by all of the directors, or all of the members of the committee, as the
case may be.  Such consent shall have the same effect as a unanimous
vote.





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4.13           Action of Directors by
Communications Equipment.  Any action which may be taken at a
meeting of directors, or of a committee thereof, may be taken by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same
time.





4.14           Chairman of the Board of
Directors.  The Board of Directors may elect from among its
members a Chairman of the Board and a Vice Chairman of the Board of
Directors.  The Chairman of the Board of Directors (or, in his
absence, the Vice Chairman of the Board, if one has been elected) shall preside
at all meetings of the Board of Directors.  The Chairman of the Board
(and the Vice Chairman of the Board, if one has been elected) shall perform such
other duties as may be assigned from time to time by the Board of
Directors.





ARTICLE
V.  OFFICERS





5.1           Designations.  The
officers of the Corporation shall be the Chairman of the Board, a President, a
Secretary and a Treasurer, as well as such Vice Presidents (including Executive
and Senior Vice Presidents), Assistant Secretaries and Assistant Treasurers as
the Board may designate, who shall be elected for one year by the directors at
their first meeting after the annual meeting of stockholders, and who shall hold
office until their successors are elected and qualify.  Any two or
more offices may be held by the same person, except that the offices of
President and Secretary may not be held by the same person.





5.2           Powers and
Duties.  The officers of the Corporation shall have such
authority and perform such duties as the Board of Directors may from time to
time authorize or determine.  In the absence of action by the Board of
Directors, the officers shall have such powers and duties as generally pertain
to their respective offices.





5.3           Delegation.  In
the case of absence or inability to act of any officer of the Corporation and of
any person herein authorized to act in his place, the Board of Directors may
from time to time delegate the powers or duties of such officer to any other
officer or any director or other person whom it may select.





5.4           Vacancies.  Vacancies
in any office arising from any cause may be filled by the Board of Directors at
any regular or special meeting of the Board.





5.5           Other
Officers.  Directors may appoint such other officers and agents
as it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.





5.6           Term -
Removal.  The officers of the Corporation shall hold office
until their successors are chosen and qualify.  Any officer or agent
elected or appointed by the Board of Directors may be removed at any time, with
or without cause, by the affirmative vote of a majority of the whole Board of
Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed.





5.7           Bonds.  The
Board of Directors may, by resolution, require any and all of the officers to
give bonds to the Corporation, with sufficient surety or sureties, conditioned
for the faithful performance of the duties of their respective offices, and to
comply with such other conditions as may from time to time be required by the
Board of Directors.





ARTICLE
VI.  FISCAL YEAR; ANNUAL AUDIT





The fiscal year of the Corporation
shall end on the 31st day of December of each year.  The Corporation
shall be subject to an annual audit as of the end of its fiscal year by
independent public accountants appointed by and responsible to the Board of
Directors.  The appointment of such accountants shall be subject to
annual ratification by the stockholders.





ARTICLE
VII.  DIVIDENDS AND FINANCE





7.1           Dividends.  Dividends
may be declared by the Board of Directors and paid by the Corporation out of the
unreserved and unrestricted earned surplus of the Corporation, or out of the
unrestricted capital surplus of the Corporation,
subject to the conditions and limitations imposed by the laws of the State of
Louisiana.  The Board of Directors may declare dividends payable to
the holders of record at the close of business on any business day not more than
60 days prior to the date on which the dividend is paid.




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7.2           Reserves.  Before
making any distribution of earned surplus, there may be set aside out of the
earned surplus of the Corporation such sum or sums as the directors from time to
time in their absolute discretion deem expedient as a reserve fund to meet
contingencies, or for equalizing dividends, or for maintaining any property of
the Corporation, or for any other purpose. Any earned surplus of any year not
distributed as dividends shall be deemed to have thus been set apart until
otherwise disposed of by the Board of Directors.





7.3           Depositories.  The
monies of the Corporation shall be deposited in the name of the Corporation in
such bank or banks or trust company or trust companies as the Board of Directors
shall designate, and shall be drawn out only by check or other order for payment
of money signed by such persons and in such manner as may be determined by
resolution of the Board of Directors.





ARTICLE
VIII.  PERSONAL LIABILITY OF DIRECTORS AND OFFICERS





Directors and officers of the
Corporation shall not be personally liable for monetary damages for any action
taken, or any failure to take any action, as a director or officer to the extent
set forth in the Corporation’s Articles of Incorporation, which provisions are
incorporated herein with the same effect as if they were set forth
herein.





ARTICLE
IX.  NOTICES





Except as may otherwise be required by
law, any notice to any stockholder or director may be delivered personally or by
mail.  If mailed, the notice shall be deemed to have been delivered
when deposited in the United States mail, addressed to the addressee at his last
known address in the records of the Corporation, with postage thereon
prepaid.





ARTICLE
X.  SEAL





The corporate seal of the Corporation
shall be in such form and bear such inscription as may be adopted by resolution
of the Board of Directors, or by usage of the officers on behalf of the
Corporation.





ARTICLE
XI.  BOOKS AND RECORDS





The Corporation shall keep correct and
complete books and records of account and shall keep minutes and proceedings of
meetings of its stockholders and Board of Directors; and it shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its stockholders, giving the names and
addresses of all stockholders and the number and class of the shares held by
each.  Any books, records and minutes may be in written form or any
other form capable of being converted into written form within a reasonable
time.





ARTICLE
XII.  AMENDMENTS





These Bylaws may be altered, amended or
repealed only as set forth in the Corporation’s Articles of Incorporation, which
provisions are incorporated herein with the same effect as if they were set
forth herein